Is There an Acceptance?

This flow chart is fairly straightforward as it walks through the acceptance analysis in the form of a checklist. The only place it gets a little bit complicated is where it applies the mirror-image rule. Remember that, in common law contracts, the terms of the acceptance must exactly match the terms of the offer; if there is any deviation in terms, it is not an acceptance, but a counteroffer. In UCC contracts (those involving the sale of goods), an acceptance that changes or adds terms can still operate as an acceptance as long as it is definite and seasonable, and is not conditioned on the offeror’s agreement to the new terms. For a longer explanation, see our flow chart on UCC § 2-207.